UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): April 2029, 2016

Commission file number 0-18307

NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

STATE OF WASHINGTON	91-1366564	~~000-18307~~	~~91-1423516~~
(State or Other Jurisdiction of Incorporation)		(Commission File No.)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
101 STEWART STREET, SUITE 700, SEATTLE, WASHINGTON			98101
101 STEWART STREET, SUITE 700 SEATTLE, WASHINGTON	98101
(Address of principal executive offices)	(Zip Code)		~~(Zip Code)~~

Registrant’s telephone number, including area code: (206) 621-1351

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~☐ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~230.425)

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~NORTHLAND ~~5.07~~CABLE ~~SUBMISSION~~PROPERTIES TOEIGHT ALIMITED ~~VOTE OF SECURITY HOLDERS~~PARTNERSHIP

OnItem ~~April 20, 2012, Northland Cable Properties Eight Limited Partnership (the “NCP-Eight”) held a Special Meeting of Limited Partners (the “Special Meeting”)~~2. As of February 18, 2016, the record date for the Special Meeting, there were 19,087 units of limited partnership interest outstanding and entitled to vote at the Special Meeting, and a total of 12,94701.~~858~~ ~~(or~~Disposition ~~approximately 67.84%)~~ of ~~the Company’s units of limited partnership interests outstanding and entitled to be voted at the Special Meeting were represented in person or by proxy at the Special Meeting.~~Assets

~~Set~~On ~~forth~~April 29, ~~below~~2016, isNorthland Cable Properties Eight Limited Partnership (the ~~proposal~~“Partnership”) oncompleted the sale of the operating assets and franchise rights of its cable systems in and around the communities of Aliceville, Alabama and Swainsboro, Georgia (the “Systems”) to Northland Cable Television, Inc., (the “Buyer”) an affiliated party of the general partner. The Systems were sold at a price of approximately $3,041,000, of which the ~~Company’s~~Partnership ~~limited~~received ~~partners~~approximately ~~voted~~$2,738,000 at closing. The sales price reflects adjustments at closing for proration of certain revenues and expenses, allocation of the ~~Special~~costs ~~Meeting~~of sale. The funds received at closing reflect a holdback of $303,000, which is held in escrow (the “Holdback”). The Holdback is to be released to the Partnership six months from the closing of the transaction, subject to indemnification claims made, if any, by Buyer pursuant to the terms of the purchase and sale agreement. Net proceeds received at closing will be used to pay any outstanding obligations of the Partnership with the balance paid in distributions to the limited partners. Limited partners will receive a final ~~voting~~distribution ~~results~~approximately six months from the ~~Special~~closing ~~Meeting:~~date when the escrow proceeds are released.

~~Proposal:~~The Systems represent substantially all of the remaining assets of the Partnership. The sale was made pursuant to the Purchase and Sale Agreement dated December 28, 2015.

1. FIRST PROPOSAL: To authorize NCP-Eight and its general partner to sell substantially all of NCP-Eight’s assets to Northland Cable Television, Inc. (sometimes referred to as the “Buyer”) an affiliate of the general partner for the total amount of $3,030,000, pursuant to the terms of an asset purchase agreement dated as of December 28, 2015 between NCP-Eight and Buyer, (sometimes referred to herein as the “sales transaction”).

Item 9.01	Financial Statements, Pro Forma Financial Statements and Exhibits	Sequentially Numbered Page

(a)	Financial Statements

	None

(b)	Pro Forma Financial Statements

	None

(c)	Exhibits

	None.

	Approve		Disapprove
	63.68%		4.16%

The First Proposal was approved.

2. SECOND PROPOSAL: To authorize an amendment to the Amended and Restated Agreement of Limited Partnership of NCP-Eight dated August 10, 1989, which we refer to sometimes as the “partnership agreement,” to exclude the sales transaction from the independent appraisal procedures that would otherwise be required under the NCP-Eight partnership agreement.

	Approve		Disapprove
	63.57%		4.32%

The Second Proposal was approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

Northland Cable Properties Eight Limited Partnership By: Northland Communications Corporation Its: General Partner

		NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP

	By:	NORTHLAND COMMUNICATIONS CORPORATION
		(General Partner)

Date: 5-04-16	By:	/s/ GARY S. JONES
		Gary S. Jones
		(President)

Date: 5-04-16	By:	/s/ RICHARD I. CLARK
		Richard I. Clark
		(Executive Vice President)

Dated: April 21, 2016	By:	/s/ GARY S. JONES
		Name: Gary S. Jones
		Title: CEO and President
Dated: April 21, 2016	By:	/s/ RICHARD I. CLARK
		Name: Richard I. Clark
		Title: Executive Vice President,
		Treasurer and Assistant Secretary

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